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Resolution Company Secretary Compliance Officer Appointment

Templates of Board Resolutions for the Appointment of a Company Secretary (CS) and Compliance Officer in case of Listed and Unlisted Companies

(1) In case of an Unlisted Company:

“RESOLVED THAT pursuant to the provisions of Section 203 of the Companies Act, 2013 ("the Act") and relevant rules made thereunder, including any amendments thereto for the time being in force, Mr./Ms. ........................, an Associate/ a Fellow Member of the Institute of Company Secretaries of India (ICSI) having Membership No. ............, who possesses the requisite qualifications and being eligible for appointment, be and is hereby appointed as the Company Secretary (CS) of the company w.e.f. ...(Date)... on such terms and conditions as may be decided by the management, to perform the duties as a CS as required under the Act and rules thereunder and any other duties as assigned by the Board of Directors from time to time.

FURTHER RESOLVED THAT Mr./Ms. ..................., (Designation) be and is hereby authorised to sign and submit e-form DIR-12 with the Registrar of Companies (RoC), ..................... and to do all such acts, deeds and things as may be necessary to give effect to the above resolution.”


(2) In case of a Listed Company:

The above resolution will be slightly modified - as a listed entity is required to appoint the Company Secretary to act as a Compliance Officer as per Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Format of the board resolution is as follows:

“RESOLVED THAT pursuant to the provisions of Section 203 of the Companies Act, 2013 ("the Act") and relevant rules made thereunder, including any amendments thereto for the time being in force, Mr./Ms. ........................, an Associate/ a Fellow Member of the Institute of Company Secretaries of India (ICSI) having Membership No. ............, be and is hereby appointed as the Company Secretary (CS) of the company, w.e.f. ...(Date)..., on such terms and conditions as may be decided by the Board on recommendation of the Nomination and Remuneration Committee.

RESOLVED FURTHER THAT Mr./Ms. ...................., Company Secretary be and is hereby appointed/designated as the Compliance Officer of the company as per Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from ...(Date)....

RESOLVED FURTHER THAT Mr./Ms. ..................., (Designation) be and is hereby authorised to sign and submit e-form DIR-12 with the Registrar of Companies (RoC), ..................... and intimate the stock exchange(s) and other authorities as may be necessary and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”


(3) In case of an Unlisted Company, which got Listed in Stock Exchange(s):

The format of the board resolution to designate the CS as also the Compliance Officer, if the company has earlier appointed a Company Secretary.

“RESOLVED THAT (Name of the CS), Company Secretary be and is hereby appointed/designated as the Compliance Officer of the company as per Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from ...(Date)....

FURTHER RESOLVED THAT (Name of the Person), (Designation) be and is hereby authorised to intimate the stock exchange(s) and other authorities as may be necessary and to do all such acts, deeds and things as may be necessary in this connection.”

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